STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.
2. On , the corporation adopted the following Amendment(s) of its
Articles of Incorporation:
NOT APPLICABLE
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows:
(a) The number of redeemable shares of the corporation reacquired
by redemption or purchase is 3,200 itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 6.00% 3,200
(b) The aggregate number of issued shares of the corporation after
giving effect to such cancellation is 41,618,129, itemized as
follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
" " " " 4.60% 0
" " " " 4.50% 6,797
" " " " 4.60% (Series A) 12,052
" " " " 5.125% 65,000
" " " " 4.60% (Series B) 51,000
" " " " 6% 61,924
" " " " 9.40% 0
" " " ($100 par value) 8.12% 0
" " " " 7.70% 0
" " " " 8.40% 0
" " " ($50 par value) 8.72% 0
" " ($100 par value) 6.52% 1,000,000
Common Stock ($4.50 par value) ------ 40,296,147
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41,618,129
(c) The amount of the stated capital of the corporation after
giving effect to such cancellation is $297,431,761.50.
Page 2
(d) The number of shares which the corporation has authority to
issue after giving effect to such cancellation is 56,411,982,
itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
" " " " 4.60% 0
" " " " 4.50% 6,797
" " " " 4.60% (Series A) 12,052
" " " " 5.125% 65,000
" " " " 4.60% (Series B) 51,000
" " " " 6% 61,924
" " " " 9.40% 0
" " " ($100 par value) 8.12% 0
" " " " 7.70% 0
" " " " 8.40% 0
" " " ($50 par value) 8.72% 0
" " " ($100 par value) 6.52% 1,000,000
Serial Preferred Stock ($50 par value) (1 vote) ---- 640,000
Serial Preferred Stock ($100 par value) (1 vote) ---- 1,750,000
Serial Preferred Stock ($25 par value) (1/4 vote) ---- 2,000,000
Serial Preferred Stock ($50 par value) (1/2 vote) ---- 700,000
Common Stock ($4.50 par value) ---- 50,000,000
----------
56,411,982
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4. (a) |__| Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote separately on
the Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
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(b) |XX| The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to Sections
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code,
as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of the acceptance for filing by
the Secretary of State (See Section 33-1-230(b)):
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Date: March 13, 2003 By:___s/Lynn M. Williams________________
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Secretary